Confidentiality & Technology
Non-Solicitation
Also: Non Solicitation
A non-solicitation provision restricts specified efforts to recruit people or obtain business from identified relationships. It should explain whose relationships are protected and what conduct is restricted.
Lawyer Explanation
Customer and employee restrictions can appear in employment, contractor, sale, and settlement agreements. Soliciting, accepting unsolicited business, recruiting, and hiring are different actions. The wording should make clear which are covered, for how long, and with what exceptions.
What It Actually Does
Defines a particular restriction. Read it together with exceptions, remedies, duration, the parties involved, and the commercial relationship; it is not interchangeable with other protective clauses.
Why It Matters
A clause or plan can affect future work, transactions, information use, or continuity. Identify what the parties need to protect and what activities must remain possible before selecting language.
Example
A departing consultant receives an unsolicited inquiry from a former customer. Whether responding is covered depends on the language, circumstances, and applicable law; a no-solicitation heading does not answer the question.
What Stewart Law Looks For
- Protected customers or personnel
- the defined conduct
- prior relationships and general advertising exceptions
- duration and the interests being protected.
Common Red Flags
- Treating every contact as solicitation
- sweeping coverage of relationships the person never encountered
- conflicting restrictions in multiple documents.
Common Negotiation Points
Define the objective and covered conduct; narrow ambiguous language; coordinate exceptions, duration, and related agreements. The appropriate terms depend on the actual relationship and agreed scope.
Florida & Federal Considerations
Florida
Certain Florida restrictions may be evaluated under section 542.335. Review the parties, business interest, and actual terms rather than assuming the provision is enforceable because it is in writing.
Federal
Federal law and the setting of the restriction may also matter. Agreements involving workforce relationships need review within the appropriate employment and competition-law scope.
Related Terms
Contracts Where You'll Commonly See It
Frequently Asked Questions
Is this the same as an NDA?
No. An NDA regulates protected information. This concept addresses different conduct and should be reviewed separately.
Can I rely on a definition to decide what my agreement allows?
No. Review requires the complete agreement, related documents, relevant circumstances, and current law. Stewart Law confirms conflicts and scope before providing advice.
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